Notice of Annual General Meeting
Notice is given that the Annual General Meeting (the “AGM”) of SEEK Limited (“SEEK”) will be held at:
Venue:
Arthur Streeton Auditorium
Sofitel Melbourne
25 Collins Street
Melbourne
Date: Thursday 24 November 2016
Time: 3.00pm
Items of business
1. Financial Statements and Reports
To consider the Financial Report, the Directors’
Report and the Auditor’s Report for the year ended
30 June 2016.
2. Remuneration Report
To consider and, if thought fit, to pass the following
resolution as a non-binding ordinary resolution:
“To adopt the Remuneration Report for the year ended
30 June 2016.”
3. Re-election of Director
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
“That, Emeritus Professor Denise Bradley AC, who
retires by rotation in accordance with rule 24.1(a) of
SEEK’s Constitution, being eligible, be re-elected as a
Director of SEEK.”
4. Renewal of Proportional Takeover provision
To consider and, if thought fit, to pass the following
resolution as a special resolution:
“That the proportional takeover provision in rule 13.6
of SEEK’s Constitution be renewed for a period of three
years commencing on the day this resolution is passed.”
6. Grant of one Equity Right to the Managing Director
and Chief Executive Officer, Mr Andrew Bassat for
the financial year ending 30 June 2017
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
“That, for the purpose of ASX Listing Rule 10.14 and
all other purposes, the grant of one Equity Right to
the Managing Director and Chief Executive Officer,
Mr Andrew Bassat and the provision of a maximum of
71,496 ordinary shares on exercise of that Equity Right,
under the SEEK Performance Rights and Options Plan
as described in the Explanatory Notes be approved.”
7. Grant of LTI Rights to the Managing Director and
Chief Executive Officer, Mr Andrew Bassat for the
financial year ending 30 June 2017
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
“That, for the purpose of ASX Listing Rule 10.14 and
all other purposes, the grant of 182,126 LTI Rights to
the Managing Director and Chief Executive Officer,
Mr Andrew Bassat and the provision of a maximum of
182,126 ordinary shares on exercise of the LTI Rights,
under the SEEK Performance Rights and Options Plan
as described in the Explanatory Notes be approved.”
By order of the Board
5. Non-executive Directors’ Remuneration
To consider, and if thought fit, pass the following
resolution as an ordinary resolution:
“That in accordance with rule 22.7(a) of SEEK’s
Constitution and for the purposes of ASX Listing Rule
10.17, the maximum remuneration that may be provided
by SEEK to the non-executive Directors of SEEK as
a whole be increased by $300,000 per annum from
$1,500,000 per annum to $1,800,000 per annum.”
Lynne Jensen
Company Secretary
20 October 2016
SEEK Notice of Annual General Meeting
1
Voting Restrictions
Resolution 2
Resolutions 5, 6 and 7
A vote must not be cast (in any capacity) on resolution 2
by or on behalf of a member of the key management
personnel (“KMP”), details of whose remuneration are
included in the 2016 SEEK Remuneration Report, or their
closely related parties.
SEEK will disregard:
However, a vote may be cast on resolution 2 by such
a person as proxy for a person entitled to vote on
resolution 2 and either:
• the proxy appointment is in writing and specifies how
the proxy is to vote on resolution 2; or
• the proxy is the Chairman of the meeting; and
• the appointment does not specify the way the proxy
is to vote on resolution 2; and
• the appointment expressly authorises the
Chairman of the meeting to exercise the proxy even
if the resolution is connected directly or indirectly
with the remuneration of the KMP.
If you appoint the Chairman of the meeting as your proxy
on resolution 2 or the Chairman is appointed your proxy
by default, and you do not direct your proxy on how to vote
on that resolution, you will be expressly authorising the
Chairman of the meeting to exercise your proxy even if
that resolution is connected directly or indirectly with the
remuneration of a KMP.
• any votes cast on resolution 5 by any Director or any of
their associates; and
• any votes cast on resolutions 6 and 7 by and on behalf
of Mr Andrew Bassat or any of Mr Bassat’s associates.
Further, a vote must not be cast on resolutions 5, 6 or 7
by a KMP, or a closely related party of a KMP, acting as
proxy if their appointment does not specify the way the
proxy is to vote on that resolution.
However, SEEK will not disregard a vote on resolutions
5, 6 or 7 if:
• it is cast by a person referred to above as proxy for a
person who is entitled to vote on resolutions 5, 6 and 7
in accordance with the directions on the proxy form; or
• it is cast by the Chairman of the meeting as proxy
for a person who is entitled to vote on resolutions
5, 6 and 7 (as applicable) and the proxy appointment
expressly authorises the Chairman of the meeting to
exercise the proxy even if the resolution is connected
directly or indirectly with the remuneration of KMP.
If you appoint the Chairman of the meeting as your proxy
on resolutions 5, 6 or 7 or the Chairman is appointed
your proxy by default, and you do not direct your proxy
how to vote on those resolutions, you will be expressly
authorising the Chairman of the meeting to exercise
your proxy even if that resolution is connected directly or
indirectly with the remuneration of KMP.
Information For Shareholders Attending And Voting At The AGM
A shareholder is eligible to vote at the AGM if they are
registered as a holder of shares in SEEK at 7.00pm
(Melbourne time) on Tuesday 22 November 2016.
A personalised proxy form accompanies this
Notice of AGM.
If you attend the AGM, please bring your personalised
proxy form with you. The proxy form will help you to
register at the AGM. If you do not bring your proxy form
with you, you will still be able to attend and vote at the
AGM but representatives from Computershare Investor
Services (the “Share Registry”) will need to verify
your identity.
Shareholder questions
If you are entitled to vote at the AGM, you may submit
written questions for SEEK or the Auditor. Please ensure
that your written questions are received by the Share
Registry by 3.00pm (Melbourne time) on Thursday
17 November 2016. Contact details for the Share
Registry are set out on page 3.
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SEEK Notice of Annual General Meeting
Appointing proxies and powers of attorney
If you are entitled to vote at the AGM, you can appoint a
proxy or attorney to attend and to vote on your behalf.
A proxy or attorney does not need to be a SEEK
shareholder and may be an individual or a body corporate.
If you are entitled to cast two or more votes, you may
appoint two proxies and you may specify the proportion
or number of votes each proxy or attorney is appointed
to exercise. If no proportion or number is specified, each
proxy or attorney may exercise half of your votes. If you
wish to appoint two proxies, please contact the Share
Registry on 1300 850 505 (within Australia) and
+61 3 9415 4000 (outside Australia) to request a
second proxy form.
Information For Shareholders Attending And Voting At The AGM
Lodging your proxy form
Voting by proxies
Under the Corporations Act 2001 (Cth) (“Corporations
Act”), if the proxy form directs the proxy how to vote on a
particular resolution:
• the proxy does not need to vote on a show of
hands but if the proxy does vote on a show of hands,
the proxy must vote as directed (subject to any
voting exclusions);
• if the proxy has two or more appointments that specify
different ways to vote on the resolution, the proxy must
not vote on a show of hands;
• a proxy who is not the Chairman of the meeting does
not need to vote on a poll but if the proxy does vote on
a poll, the proxy must vote as directed (subject to any
applicable voting restrictions); and
• if the proxy is the Chairman of the meeting, the proxy
must vote on a poll and must vote as directed.
Default to the Chairman of the meeting
If:
• a poll has been called on a resolution; and
• a shareholder has appointed a proxy other than
the Chairman of the meeting and the appointment
of the proxy directs the proxy how to vote on the
resolution; and
• the shareholder’s proxy either:
• does not attend the AGM; or
• attends the AGM but does not vote on the
resolution,
then the Chairman of the meeting will, before voting on
the resolution closes, be taken to have been appointed as
the proxy for that shareholder for the purposes of voting
on that resolution. In these circumstances, the Chairman
of the meeting must vote in accordance with the written
direction of that shareholder.
Your completed proxy form must be received by the
Share Registry no later than 3.00pm (Melbourne time)
on Tuesday 22 November 2016. You can lodge your
completed proxy form with the Share Registry in person,
by post or by fax:
In person:
Yarra Falls
Computershare Investor Services Pty Ltd
452 Johnston Street
Abbotsford, Victoria 3067
By post:
SEEK Limited
c/- Computershare Investor Services Pty Ltd
GPO Box 242
Melbourne, Victoria 3001
By fax:
Computershare Investor
Services Pty Limited
1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
Online at:www.investorvote.com.au
Alternatively, you can lodge your proxy form
online if you are an Intermediary Online User at
www.intermediaryonline.com.
Powers of attorney
If you have appointed an attorney to attend and vote at
the AGM, or if your proxy form is signed by an attorney,
you must provide the power of attorney (or a certified
copy of the power of attorney) to the Share Registry
before 3.00pm (Melbourne time) on Tuesday
22 November 2016, unless this document has
previously been lodged with the Share Registry.
You may deliver the power of attorney to the Share
Registry by mail (SEEK Limited c/- Computershare
Investor Services Pty Ltd, GPO Box 242, Melbourne,
Victoria, 3001) or in person (Yarra Falls, 452 Johnston
Street, Abbotsford, Victoria 3067).
Voting intention of the Chairman
Corporate representatives
Where entitled to do so, and subject to the voting
restrictions set out on page 2, the Chairman intends to
vote all undirected proxies in favour of each item
of business.
A corporate shareholder may appoint a person to
act as its representative. The representative must
bring a properly executed letter or other document,
such as an “Appointment of Corporate Representative”,
confirming that they are authorised to act as the
shareholder’s representative at the AGM. Shareholders
can obtain an “Appointment of Corporate Representative”
by calling the Share Registry on 1300 850 505 within
Australia or +61 3 9415 4000 outside Australia
(between 9.00am and 5.00pm (Melbourne time)) or at
www-au.computershare.com/Investor/help/PrintableForms.
SEEK Notice of Annual General Meeting
3
Explanatory Notes
Item 1 – Financial Statements and Reports
The Corporations Act requires that the Financial Report,
the Directors’ Report and Auditor’s Report be considered
at the AGM. Shareholders are not required to vote on
these reports.
The Chairman of the meeting will give shareholders
a reasonable opportunity to ask questions and make
comments on the reports. Shareholders will also be
given a reasonable opportunity to ask the Auditor
questions about the conduct of the audit and the content
of the Auditor’s Report.
Item 2 – Remuneration Report
The 2016 SEEK Remuneration Report contains
information about the remuneration policy of SEEK
and the remuneration of non-executive Directors,
the Managing Director and Chief Executive Officer
(“CEO”) and executives for the financial year ended
30 June 2016 (“FY16”).
The 2016 SEEK Remuneration Report is included in
SEEK’s 2016 Annual Report. It is also available on SEEK’s
website at www.seek.com.au.
The Chairman of the meeting will give shareholders a
reasonable opportunity to ask questions about or make
comments on the 2016 SEEK Remuneration Report.
The vote on the 2016 SEEK Remuneration Report
is advisory and will not bind SEEK or its Directors.
However, the Board will take the outcome of the vote into
consideration when reviewing the future remuneration
practices and policies of SEEK.
The Board recommends that shareholders vote in favour
of this resolution.
Item 3 – Re-election of Emeritus Professor
Denise Bradley AC
Emeritus Professor Denise Bradley AC retires by rotation
in accordance with rule 24.1(a) of SEEK’s Constitution
and, being eligible, offers herself for re-election.
Professor Bradley, aged 74, is an independent
non-executive Director, first appointed to the Board in
February 2010. She is a member of the Remuneration
and the Nomination Committees.
Professor Bradley has been extensively involved in
national education policy groups for more than two
decades. She was a member of the Commonwealth
Tertiary Education Commission and later of the National
Board of Employment, Education and Training (NBEET)
and was deputy chair of the Higher Education Council
of NBEET.
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SEEK Notice of Annual General Meeting
In 2008 she chaired the Expert Panel which undertook
the National Review of Higher Education. She has
also had significant roles on other government and
educational boards and committees involved in higher
education and training.
Professor Bradley is currently a member of the NSW
Skills Board and the Advisory Board for the NSW Centre
for Educational Statistics and Evaluation.
She has had a long experience as a member and chair
of private and not for profit companies and is a former
President and Chair of IDP Education Australia Pty Ltd.
On Australia Day 2008 Professor Bradley was made a
Companion of the Order of Australia, Australia’s highest
honour, in recognition of her service to higher education.
Professor Bradley has a Bachelor of Arts degree from
the University of Sydney, a Diploma of Education from the
University of Adelaide, a Diploma of Librarianship from
the University of NSW, and a Masters degree in Social
Administration from Flinders University. She also holds
Honorary Doctorates from Pukyong University (Korea),
the University of South Australia, Royal Melbourne
Institute of Technology and the University of
Western Sydney.
The Board (other than Professor Bradley because
of her interest in this resolution) recommends that
shareholders vote in favour of this resolution.
Item 4 - Renewal of Proportional Takeover provision
The Corporations Act permits a company’s constitution
to include a provision that enables it to refuse to register
shares acquired under a proportional takeover bid unless
a resolution is passed by shareholders to approve the bid.
The proportional takeover provision was first included
in SEEK’s Constitution when the Constitution was
adopted on 11 March 2005 and was last renewed on
28 November 2013.
As provided in rule 13.7 of SEEK’s Constitution,
the existing proportional takeover provision will cease
to have effect three years after the date of its renewal,
being 28 November 2016. If renewed, the proposed
proportional takeover provision will be in exactly the
same terms as the existing provisions in rule 13.6 of
SEEK’s Constitution.
The Board considers it is in the interests of shareholders
to renew the existing proportional takeover provision for
the maximum period permitted by law, being a further
three years.
Explanatory Notes
Proportional Takeover Bid
Knowledge of any Acquisition Proposals
A proportional takeover bid is a type of takeover bid that
is made to all shareholders for the acquisition of their
shares, however, the offer made to each shareholder is
only for a specified proportion of their shares (and that
proportion is the same for all shareholders).
At the date of this Notice of Meeting, no Director is aware
of any current proposal by any person to acquire, or to
increase the extent of, a substantial interest in SEEK.
Effect of a Proportional Takeover Bid Provision
The potential advantages for shareholders of the
proposed renewal of the proportional takeover provision
under rule 13.6 include:
If rule 13.6 is renewed and a proportional takeover
bid is made, the Board must convene a general meeting
of the shareholders entitled to vote on the resolution to
approve the proportional takeover bid. To be effective,
the resolution must be voted on at least 14 days before
the last day of the bid period.
Each shareholder has one vote for each fully paid
share held. The vote is decided on a simple majority.
The bidder and its associates are not allowed to vote. If
the resolution is not passed, no transfers of shares will
be registered as a result of the takeover bid and the offer
will be taken to have been withdrawn. Any documents
sent to the bidder accepting the offer must be returned
and any contracts formed by any acceptances will be
rescinded. If the resolution to approve the bid is not
voted on at least 14 days before the last day of the bid
period, the bid is taken to have been approved. If the
bid is approved (or taken to have been approved) all
valid transfers of shares must be registered provided
they comply with the Corporations Act and any relevant
provisions of SEEK’s Constitution.
If this resolution is approved, the proportional takeover
provisions will only apply until 24 November 2019 unless
renewed by shareholders.
Reasons for Proposing the Resolution
The Board considers that shareholders should continue
to have the opportunity to vote on any proposed
proportional takeover bid. Without the proposed
proportional takeover provisions, a proportional takeover
bid for SEEK might enable a bidder to obtain control of
SEEK without the shareholders having the opportunity to
sell all of their shares to the bidder. Shareholders may
be exposed to the risk of being left as a minority in SEEK
and the risk of the bidder being able to acquire control of
SEEK without payment of an adequate premium for all of
their shares.
Potential advantages and disadvantages of the
proportional takeover provisions
• Shareholders would have the right to consider a
proportional takeover bid proposal and to decide
by majority vote on whether it should be accepted.
This should ensure that the terms of any future
proportional takeover bid are structured to be
attractive to a majority of SEEK’s shareholders. It may
also discourage the making of a proportional takeover
bid that might be considered opportunistic;
• It may help shareholders to avoid being locked in as
a minority and avoid the bidder acquiring control of
SEEK without paying an adequate control premium
(ie not being required to pay for all of the shares
on issue);
• It increases shareholders’ bargaining power and may
assist in ensuring that any proportional takeover bid is
adequately priced; and
• Knowing the view of the majority of shareholders may
help each individual shareholder to form an opinion on
whether to accept or reject an offer under the bid.
The potential disadvantages for shareholders of the
proposed renewal of the proportional takeover provision
under rule 13.6 include:
• The proportional takeover provision may reduce
the likelihood of a proportional takeover bid being
successful and, accordingly, proportional takeover
bids for SEEK shares may be discouraged.
The Board does not perceive the possible disadvantages
as justification for not renewing the proportional takeover
provision for the next three years.
The Board recommends that shareholders vote in favour
of this resolution.
The proposed renewal of the existing proportional
takeover provision lessens this risk because it allows
shareholders to decide whether a proportional takeover
bid is acceptable and should be permitted to proceed.
SEEK Notice of Annual General Meeting
5
Explanatory Notes
Item 5 - Non-executive Directors’ Remuneration
Under rule 22.7 of SEEK’s Constitution and ASX Listing
Rule 10.17, the maximum remuneration payable by SEEK
to its non-executive Directors must be determined by the
shareholders of SEEK in a general meeting and may not
be increased without shareholder approval.
The maximum aggregate remuneration (including all
fees and superannuation contributions but excluding
the remuneration of the CEO) that may be provided by
SEEK to the non-executive Directors for their services
(“fee pool”) is currently $1,500,000 per annum.
The current fee pool was approved by shareholders
at SEEK’s 2013 AGM.
The full details of the remuneration paid to the
non-executive Directors of SEEK during the financial
year ended 30 June 2016 are included in the 2016 SEEK
Remuneration Report. The total remuneration paid to all
non-executive Directors during the financial year ended
30 June 2016 was $1,175,445.
Non-executive Directors do not receive share options
or any performance-based remuneration. No securities
have been issued to any non-executive Director under
ASX Listing Rules 10.11 or 10.14 with shareholder
approval within the last three years.
The Board has undertaken a benchmarking review of
non-executive Director fee pools for companies of similar
market capitalisation and notes that the proposed new
fee pool for SEEK will continue to be positioned below
the median.
Board succession and composition remains a focus of
the SEEK Board to ensure that it maintains the skills,
experience and diversity to oversee and support the
ongoing growth of the business. The Board is currently
undertaking an active search process with a view to
appointing a new Director to the Board in early 2017.
The proposed increase to the non-executive Director
fee pool is intended to provide SEEK with sufficient
flexibility to make appropriate appointments to the Board
as and when suitable candidates are identified and to
accommodate the fee increases set out in the 2016 SEEK
Remuneration Report.
Accordingly, the Directors seek shareholder approval
to increase the fee pool by $300,000 per annum to a
maximum of $1,800,000 per annum.
The Directors (because of their interest in this
resolution) do not make a recommendation as to how
shareholders should vote on this resolution.
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SEEK Notice of Annual General Meeting
Item 6 - Grant of an Equity Right to the Managing
Director and Chief Executive Officer, Mr Andrew Bassat
for the financial year ending 30 June 2017
Resolution 6 seeks shareholder approval for the grant of
one Equity Right (previously known as a “Performance
Right”) to the CEO, Mr Andrew Bassat, under the terms
of SEEK’s executive remuneration plan for FY17.
If shareholders approve resolution 6, one Equity Right
will be granted to Mr Bassat shortly after the AGM and in
any event within 12 months of the date of the AGM.
Further information on the CEO’s remuneration package,
including the terms of the Equity Right for FY17 and other
information required under the ASX Listing Rules, is set
out below.
The key elements of, and changes to, SEEK’s executive
remuneration framework for FY17 are set out in
the Appendix.
The Board (other than Mr Andrew Bassat because
of his interest in this resolution) recommends that
shareholders vote in favour of this resolution.
Item 7 - Grant of LTI Rights to the Managing Director
and Chief Executive Officer, Mr Andrew Bassat for the
financial year ending 30 June 2017
Resolution 7 seeks shareholder approval for the grant
of LTI Rights to the CEO, Mr Andrew Bassat, under the
terms of SEEK’s executive remuneration plan for FY17.
If resolution 7 is approved by shareholders, 182,126 LTI
Rights will be granted to Mr Bassat shortly after the AGM
and in any event within 12 months of the date of the AGM.
Further information on the CEO’s remuneration package,
including the terms of the LTI Rights for FY17 and other
information required under the ASX Listing Rules, is set
out below.
The key elements of, and changes to, SEEK’s executive
remuneration framework for FY17 are set out in
the Appendix.
The Board (other than Mr Andrew Bassat because
of his interest in this resolution) recommends that
shareholders vote in favour of this resolution.
Explanatory Notes
CEO remuneration package1 in FY16 and FY17
FY16 package
$
%
FY17 package
$
Increase
vs FY16
%
Increase
vs FY16
$
%
Base salary and
superannuation
2,101,200
50%
2,269,296
50%
168,096
8%
Equity Right
1,050,600
25%
1,134,648
25%
84,048
8%
LTI Rights2
1,050,600
25%
1,134,648
25%
84,048
8%
336,192
8%
Total remuneration (TR)
4,202,400
4,538,592
As shown above and disclosed in the 2016 SEEK Remuneration Report, indicative total remuneration for the CEO in FY17 is
8% higher than in FY16.
The CEO’s indicative package includes base salary (including superannuation) and the grant values of one Equity Right and
182,126 LTI Rights.
1
The package outlined includes base salary and superannuation, grant value of Equity Right and grant value of LTI Rights. The package is indicative, since
the CEO will not realise the benefit of the Equity Right and LTI Rights until a future date. For this reason, the ultimate value of the package may differ to that
outlined above, as it will be determined by the future market value of SEEK shares. The package does not represent the accounting value disclosed in the
SEEK Remuneration Report for the respective financial year. Statutory remuneration as disclosed in the SEEK Remuneration Report, and as required by
Accounting Standards, includes non-monetary benefits, long service leave and annual expense for active share-based payment plans.
2
Total value at the effective date of LTI Rights (1 July 2016) issued as part of the remuneration package in the year. As required by AASB2 Share Based
Payments, final fair value of LTI Rights is determined on the grant date should shareholders approve the issue of the LTI Rights to Mr Bassat.
Summary of Equity Right Terms
Calculation
The Equity Right to be granted to the CEO will be issued
under the terms of the SEEK Performance Rights and
Options Plan (the “PROP”).
The number of Shares (rounded down to the nearest
whole number) that will be delivered following the end of
the Equity Right Qualification Period has been calculated
in the following manner:
V
Number of Shares =
AP
Where:
Summary
One Equity Right is to be granted to Mr Bassat and
is convertible into 71,496 ordinary shares in SEEK
(“Shares”) following the expiry of a qualification period
of one year from the effective date of 1 July 2016
(the “Equity Right Qualification Period”).
Shares provided on exercise are held by a Trustee and
are subject to restrictions on dealing as outlined below.
The maximum grant value of the Equity Right is
$1,134,648. This is 25% of Mr Bassat’s total remuneration
package for FY17.
No price is payable for the grant or exercise of the Equity
Right by Mr Bassat.
The value of the Shares provided to Mr Bassat on expiry
of the Equity Right Qualification Period will depend on the
price of Shares on this date.
V = $1,134,648
AP = $15.87, being the volume weighted average price
at which Shares were traded on the Australian Stock
Exchange during the 60 day trading period up to and
including 30 June 2016.
Disposal Restriction
The Shares delivered after the end of the one year Equity
Right Qualification Period are then subject to restrictions
on dealings for a further 12 months until 1 July 2018
(“Disposal Restriction Period”). During this period,
Mr Bassat will receive the benefit of any dividends and
other shareholder benefits (including voting rights) but
will not be able to access or trade in the Shares.
SEEK Notice of Annual General Meeting
7
Explanatory Notes
Lapsing Condition
Performance Condition
The Equity Right will lapse, subject to Board discretion,
where Mr Bassat ceases employment as a result of
resignation or summary dismissal before the end of the
Equity Right Qualification Period.
The LTI Rights are subject to an exercise entitlement
percentage (“EEP”) performance condition. There is a
three year vesting period (1 July 2016 to 30 June 2019)
and the EEP is tested once on the Testing Date
as follows:
Testing Date Price
EEP =
TOSP
In other circumstances, being good leaver events,
Mr Bassat’s Equity Right will remain on foot, unless the
Board determines otherwise. Where the Equity Right
remains on foot and vests, the number of Shares that
Mr Bassat will be entitled to will be adjusted to take into
account his service period.
Shareholder approval
If shareholder approval is not obtained, then, subject to
completion of the Equity Right Qualification Period,
Mr Bassat will receive a cash payment following the end
of the Disposal Restriction Period equivalent in value to
the Shares and dividends he would have received had
shareholder approval been obtained.
Summary of LTI Rights Terms
The LTI Rights to be granted to the CEO will be issued
under the terms of the PROP.
Summary
Mr Bassat was offered the choice of 100% LTI Options,
100% LTI Rights or 50% LTI Options and 50% LTI Rights.
Mr Bassat has elected to receive 100% LTI Rights.
The number of LTI Rights to be granted to Mr Bassat is
calculated as follows:
$1,134,648
= 182,126 LTI Rights
$6.233
3
The estimated fair value of one LTI Right as valued by an independent
external consultant as at 1 July 2016.
Each LTI Right entitles Mr Bassat on exercise to be
allocated one Share. The LTI Rights will be granted
at no cost.
The LTI Rights have no exercise price, but will only vest
if the share price is at or above $17.85 on 30 June 2019
(“Testing Date”).
In the event that LTI Rights vest at the end of the three
year vesting period, an additional one year exercise
restriction period will apply, during which Mr Bassat
cannot exercise the LTI Rights.
The value of the Shares provided to Mr Bassat on
exercise of the LTI Rights will depend on the price of
Shares on the date on which the LTI Rights are exercised.
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SEEK Notice of Annual General Meeting
Where:
Testing Date Price = the volume weighted average price
at which Shares were traded on the Australian Stock
Exchange during the 60 day trading period up to and
including the Testing Date
TOSP = Target Option Strike Price represents the indexed
share price hurdle of $17.85.
The table below sets out the percentage of LTI Rights
that will vest on 1 July 2019 depending on SEEK’s
performance against the EEP performance condition:
EEP
% of LTI Rights that vest
1 or above
100% of Mr Bassat’s LTI Rights will vest
Less than 1
None of Mr Bassat’s LTI Rights will vest
Exercise Restriction
The LTI Rights that vest on 1 July 2019 are subject to a
further one year exercise restriction period until
30 June 2020.
The LTI Rights will be exercisable from 1 July 2020 until
the expiry date of 1 July 2021.
Lapsing Condition
If the EEP is less than ‘1’, the LTI Rights lapse
immediately.
The LTI Rights will also lapse, subject to Board
discretion, where Mr Bassat ceases employment
(i) before the Testing Date as a result of summary
dismissal, or (ii) before 1 January 2018.
In other circumstances, being good leaver events,
Mr Bassat’s LTI Rights will remain on foot and subject
to their original terms, unless the Board determines
otherwise.
Shareholder approval
If shareholder approval is not obtained, then, subject to
achievement of the performance condition described
above, Mr Bassat will receive a cash payment, following
the end of the exercise restriction period, equivalent
in value to the Shares that he would have received had
shareholder approval been obtained.
Explanatory Notes
Issue of securities to Mr Andrew Bassat under the PROP since the last AGM and other information required under the
ASX Listing Rules
At the 2015 AGM, shareholders approved grants of securities to Mr Bassat under the PROP. In accordance with those
shareholder approvals, Mr Bassat was granted the following securities since the last AGM:
4
Security
Number of securities
granted to Mr Bassat
Acquisition price for
each security
Exercise price for
each security
LTI Rights
182,713
Nil
Nil
Equity Right
14
Nil
Nil
The formula for determining the number of Shares provided to Mr Bassat on vesting and exercise of the Equity Right and the conditions of the Equity Right
are set out in SEEK’s 2015 Notice of AGM.
Mr Andrew Bassat is the only Director who is entitled to participate in the PROP. No loans are provided by SEEK in
connection with rights or options granted under the PROP.
FY16 Equity Right conversion to Shares
Method of acquisition of employee equity plan shares
The Equity Right, noted above, granted to Mr Bassat as
approved by shareholders at SEEK’s 2015 AGM converted
to 74,069 Shares post vesting (1 July 2016), under the
formula disclosed in the 2015 Notice of AGM. Those
Shares are subject to a 12 month disposal restriction
period which will end on 1 June 2017.
SEEK has issued new shares to satisfy all employee
equity plan requirements (for all executive and senior
management vested equity) in FY16. The Board’s
framework for determining whether to issue new shares
or acquire shares on market to satisfy SEEK employee
equity plan requirements takes in to account a number
of factors, including:
74,069 Shares represents 0.021% of SEEK’s issued share
capital as at 1 July 2016.
• Capital allocation: SEEK takes into account the
financial and opportunity cost of acquiring shares to
fulfil all employee equity plan requirements versus
allocating capital into M&A and/or other capital
investment opportunities.
• Share dilution impact: that is, assessing the impact
on earnings per share dilution from choosing to issue
or not issues shares to fulfil all employee equity
plan requirements.
• Legal and regulatory requirements.
SEEK Notice of Annual General Meeting
9
APPENDIX - Supporting information for resolutions 6 and 7
SEEK’s Executive Remuneration Framework
SEEK’s executive remuneration framework is focused on rewarding performance which aligns with SEEK’s vision of being
a world class company delivering sustained long-term growth in shareholder wealth. SEEK’s remuneration approach is
structured to drive this alignment and medium- to long-term focus. For full details of SEEK’s executive remuneration
framework, refer to the 2016 SEEK Remuneration Report.
Executive (including CEO) benchmarking
For benchmarking purposes, SEEK’s primary comparator group comprises the +/- 10 companies either side of SEEK’s
market capitalisation on the ASX, as at 31 March each year. In addition, two further comparator groups are also included in
benchmarking analysis where relevant for some executive roles; one group comprising companies within the ASX100, and
a second global comparator group comprising companies relevant to SEEK’s international operations.
Total remuneration is targeted between the 50th and 80th percentiles of comparator groups. Individual total remuneration
is determined by the Remuneration Committee, referencing external data from independent remuneration consultants,
performance, role complexity and scope and the supply of talent in the domestic and international marketplace.
A comprehensive market benchmarking exercise was undertaken with respect to the remuneration package of the
CEO role. To ensure that Mr Bassat continues to be competitively remunerated for the significance of his global role,
the Remuneration Committee approved an increase of 8% to the total remuneration package for FY17.
The Board believes that SEEK’s executive remuneration, including the CEO remuneration package, is very reasonable
when compared to Australian and international benchmarks. SEEK’s executive team is highly desirable, both here
and overseas, so the Board recognise the need for remuneration to be competitive and flexible to attract and retain
our talent. SEEK is a global business which competes in fast moving digital product markets and geographies, while
investing aggressively to drive the next stage of long term earnings growth. The Board believes that SEEK’s remuneration
philosophy and innovative structure is an important component of SEEK’s current and future success.
Changes to CEO remuneration for FY17
Change in FY17
Rationale for change
Pricing
methodology
for LTI hurdle
calculation and
testing
The share price used to determine the
starting point and testing of the LTI Right
hurdle will change from a 10 day volume
weighted average price (VWAP) to a 60 day
VWAP.
Reduces the impact of volatility in SEEK’s share price
prior to 1 July each year. This change supports our
principles of alignment, fairness and simplicity.
Equity Right –
VWAP pricing
methodology
Shares will be allocated using a 60
day VWAP at the start of the 12 month
qualification period rather than being
allocated using a monthly VWAP.
Provides clarity, at the commencement of the
year, as to the number of shares that convert from
the Equity Right. This supports our principles of
alignment, fairness and simplicity. In addition, given
the amount of shares will be “fixed” – and related
directly to the 60 day VWAP - the executive team will
be subject to the same movements in share price
from the start of the year as shareholders (i.e. if the
value of shares goes down, executives share the
downside and vice versa).
Relationship between Remuneration and Company Performance
The SEEK executive remuneration strategy focuses on rewarding executives for driving long term and sustainable
shareholder growth. In line with this focus, the ultimate value to the CEO of the grant of the Equity Right and LTI Rights is
determined by SEEK’s financial performance and share price over an extended time frame.
10
SEEK Notice of Annual General Meeting
APPENDIX - Supporting information for resolutions 6 and 7
Key financial information for the past five financial years is outlined in the table below.
NPAT (excluding significant Items & early stage
ventures) attributable to SEEK ($m)5
2016
2015
2014
2013
2012
198.1
193.0
179.7
141.1
130.5
Share price at 30 June ($)
15.21
14.06
15.85
9.07
6.34
Weighted average share price ($)
14.12
16.61
13.64
8.58
6.11
Basic EPS (excluding significant items and early
stage ventures) (cents)
57.6
56.3
53.0
41.8
38.6
Total dividend (cents per share)
40.0
36.0
30.0
22.0
17.3
Excludes the impact of one-off significant items and early stage ventures in FY16 and FY15.
5
SEEK Notice of Annual General Meeting
11
Location of the Annual General Meeting
Notice is given that the AGM of SEEK will be held at:
12
Venue:
Arthur Streeton Auditorium
Sofitel Melbourne
25 Collins Street
Melbourne
Date: Thursday 24 November 2016
Time: 3.00pm
SEEK Notice of Annual General Meeting
000
SEK
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